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<br />determination of noncompliance hereunder, City shall likewise serve notice of such
<br />noncompliance on such Mortgagee concurrently with service thereof on Developer. Each
<br />Mortgagee shall have the right (but not the obligation) during the same period available to
<br />Developer to cure or remedy, or to commence to cure or remedy, the Event of Default claimed or
<br />the areas of noncompliance set forth in City’s notice.
<br />10.4. No Supersedure. Nothing in this Article 10 shall be deemed to supersede or
<br />release a Mortgagee or modify a Mortgagee’s obligations under any subdivision improvement
<br />agreement or other obligation incurred with respect to the Project outside this Development
<br />Agreement, nor shall any provision of this Article 10 constitute an obligation of City to such
<br />Mortgagee, except as to the notice requirements of Section 10.3.
<br />ARTICLE XI
<br />MISCELLANEOUS PROVISIONS
<br />11.1. Limitation on Liability. Notwithstanding anything to the contrary contained in
<br />this Development Agreement, in no event shall: (a) any partner, officer, director, member,
<br />shareholder, employee, affiliate, manager, representative, or agent of Developer or any general
<br />partner of Developer or its general partners be personally liable for any breach of this
<br />Development Agreement by Developer, or for any amount which may become due to City under
<br />the terms of this Development Agreement; or (b) any member, officer, agent or employee of City
<br />be personally liable for any breach of this Development Agreement by City or for any amount
<br />which may become due to Developer under the terms of this Development Agreement.
<br />11.2. Force Majeure. The Term of this Development Agreement and the Project
<br />Approvals and the time within which City and Developer shall be required to perform any act
<br />under this Development Agreement shall be extended by a period of time equal to the number of
<br />days during which performance of such act is delayed unavoidably and beyond the reasonable
<br />control of the Party seeking the delay by strikes, lock-outs and other labor difficulties, Acts of
<br />God, inclement weather, failure or inability to secure materials or labor by reason of priority or
<br />similar regulations or order of any governmental or regulatory body, delays of governmental
<br />agencies (except that delays of City shall not excuse delay of performance by City), changes in
<br />local, state or federal laws or regulations, any development moratorium or any action of other
<br />public agencies that regulate land use, development or the provision of services that prevents,
<br />prohibits or delays construction of the Improvements, enemy action, civil disturbances, wars,
<br />terrorist acts, pestilence or epidemics, fire, earthquakes, floods, storm surges, unavoidable
<br />casualties, litigation involving this Agreement, or bankruptcy, insolvency or defaults of Project
<br />lenders or equity investors, or a governmentally declared emergency or disaster (“Force
<br />Majeure Events”). Any extension of time for Force Majeure Events shall be for a reasonable
<br />period, not to exceed twenty-four (24) months, and shall commence to run from the time of the
<br />commencement of the cause, if notice by the party claiming such extension is sent to the other
<br />party within thirty (30) days of the commencement of the cause. Unless caused by the Force
<br />Majeure Events described above, delays for any other reasons, including without limitation
<br />delays due to inability to obtain financing, or other general economic conditions, shall not
<br />constitute events of force majeure pursuant to this Development Agreement; provided that City
<br />may approve extensions of time for such reasons upon the request of Developer, in City’s sole
<br />discretion. Such extension(s) of time shall not constitute an Event of Default and shall occur at
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